SecProbe.io

July 16, 2010
 John C. Gerspach Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043
Re: Citigroup Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 26, 2010 Form 10-Q for the Period Ended March 31, 2010 Filed May 5, 2010
 File No. 001-09924

Dear Mr. Gerspach:
 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the year ended December 31, 2009

 Managing Global Risk

 Credit Risk, page 63

1. Please refer to prior comment 2 in our lette r dated April 30, 2010.  In your response, you
address certain populations of commercial and commercial real  estate (“CRE”) loans.
Please revise your proposed disclosures to address all  categories of commercial or CRE
loans for which you make modifications, includ ing those populations excluded from your
response.  To the extent you make modificati ons that you do not account for as a troubled
debt restructuring (“TDR”), pl ease describe the type of m odifications made, quantify the

amount of loans subject to these modificati ons by category, and disc lose your basis for
not accounting for the modification as a TDR.
 Non-Accrual Assets, page 66

2. Please refer to prior comment 3 in our le tter dated April 30, 2010.  Please tell us the
following information related to the $5 billi on in unsold leveraged loans transferred from
the held-for-sale portfolio to th e held-for-invest ment portfolio:
a. It appears from your disclosure on page 88 of the 2009 Form 10-K that you originated
these loans with the intent to sell.  Pl ease specifically confirm these loans were
originated with the intent to sell and were classified as such u pon origination.  If not,
please clarify when these loans were tran sferred to the held-for-sale portfolio.
b. We note from your disclosure on page 88 of  the 2009 Form 10-K that you originate a
portion of your highly leverage d financings as held-for-sal e.  Please clarify whether
you continue to do so, and if so, explain th e difference in intent between the loans
transferred to the held-fo r-investment portfolio and th e newly originated loans.
c. We note from your disclosure on page 227 of  the 2009 Form 10-K that you retained a
small amount of highly leveraged loans as held-for-sale.  Please clarify why the
majority of leveraged loans were transferred back to th e held-for-investment portfolio
while some remained designated as held-for-sale.
d. Clarify whether you wrote off any portion of th ese loans prior to the transfer back to
the held-for-investment portfolio, and if so, quantify the amount.
e. Disclose the accounting model you to plan to  use to accrete inte rest income on the
loans.

Consumer Loan Modification Programs, page 72

3. Please refer to prior comment 8c in our letter dated April 30, 2010.  We note your
response that if a borrower misses two cons ecutive payments under a credit card loan
modification, the loan reverts back to its original terms.  From your provided timeline, it
appears that the loan would be reported 90 days past due  if the borrower misses three
consecutive payments after the loan modifi cation.  Please address the following and
provide us with your proposed disclosures: a. Revise your disclosure in future filings to clarify your loan aging classification policy
related to past due loans that are modifie d, specifically addres sing whether you re-age
the loan upon modification to bring the loan current or whether the loan maintains the
past due classification until payment is received.
b. Clarify how a modified loan would be repor ted if it was past due at the time of
modification.  For example, please clarify how the loan would be reported if it was 60
days past due at the time of modifica tion and the borrower missed one or more
payments under the modified terms.
c. If you do re-age the loan to current status  upon modification and, therefore, the loan
would not return to 90 days past due stat us until the borrower missed three or more
payments under the modified terms, tell us how you concluded that this was
appropriate.  Describe how you consider this  practice in the migration analysis used
to determine the appropriate allowance for loan losses.

Significant Accounting Policies and Significant Estimates
 Allowance for Credit Losses, page 107

4. We note your response to prior comment 10 from our letter dated April 30, 2010, and
related proposed disclosures.  Plea se further address the following:
a. You state that you “t ypically” and “freque ntly” seek payment from guarantors under
the contractual agreements for commercial  and CRE loans, and for loans where the
collateral is less liquid or the loan is uns ecured, respectively.  Please revise future
filings to further describe the circ umstances under which you do not pursue
repayment from the guarantor.  In your di sclosure please specifically address how
often this occurs and whethe r there has been any material  impact on your estimate of
loan losses as a result, and how this is incorporated into  your risk rating on the loan
and in your analysis for loan losses.
b. We note your response to bullet “e” that there are circumstances under which you
carry an impaired loan at a value in exce ss of the appraised valu e as a result of your
reliance on guarantor support.  Please expand your disclosure in future filings to
discuss how accurate your estimate of cash flows has been in the past.  Discuss
whether you have recorded material increases  to any reserves recorded on these loans
when guarantors fail to make payments or you choose not to pursue repayment from
the guarantor.
c. Your response does not appear  to address the extent of  your success with enforcing
guarantor support.  Please revise your disclo sure in future filings to specifically
describe, and quantify to the extent possi ble, how successful you have been with
seeking and enforcing perfor mance under the guarantee.
d. Revise your disclosure in future filings to  clarify whether you reserve differently for
non-performing loans which are guaranteed  but for which you are not seeking
performance under the guarantee contract.  Specifically address whether you would
reserve less for these loan s than you would if they were non-performing and not
guaranteed.

Securitizations – Elimination of  QSPEs and Changes in the Consolidation Model for Variable
Interest Entities, page 107

5. We note your response to prior comment 11 in  our letter dated April 30, 2010.  We are
continuing to evaluate your response and may have further comments.
 Representations and Warranties, page 130

6. We note your response to prior comment 12 to  our letter dated April 30, 2010 and your
disclosures on pages 130-131 of your 2009 10-K and page 49 of your March 31, 2010
Form 10-Q.  Please respond to the following: a. Revise your future filings to disclose whet her there is a particular time period that you
have to respond to the repurchase request, and if so, what occurs if you do not timely
respond.

b. Revise your future filings to disclose the level of  unresolved  claims existing at the
balance sheet dates by claimant  (GSE, monoline insurer, mort gage insurer, other).  If
this amount has grown over the periods for any claimant, please address any qualitative factors that are considered in your methodology to account for this fact.
c. Tell us whether you have experienced additi onal repurchase requests in more recent
periods from mortgage insurers, monoline insu rers or other invest ors.  If so, please
tell us how you have increased the reserve related to these claimants and discuss how
this additional reserve was established.  As  part of your response, please address the
success rates you are experiencing with these types of claims.
d. Revise your future filings to disclose, by claimant, the unpaid principal balance
related to investor demands that were re solved either by repu rchasing the loan or
reimbursing the investor for lo sses during the periods, and th e fair value of the loans
subject to these claims.
e. Revise your future filings to disclose wh ich particular representation and warranty
provisions are resulting in the most repurch ases/reimbursements.  As part of your
revised disclosure, please addr ess any trends in terms of th e losses associated with the
various types of defects.
f. Tell us whether as part of your estima tion of your accrued liability you are only
considering currently impaired loans that ha ve been sold or all loans sold, including
currently performing loans.  If the form er, tell us how you are satisfied that all
incurred losses have been appropriately accrued for.
g. Discuss the extent to which your review pro cess for the claims received is a loan by
loan analysis, or some sort of higher leve l analysis to reject or accept the claims.
h. Tell us whether you have any recourse back  to any broker or mo rtgage company who
sold you a loan which was supposed to be underwritten according to Citigroup
underwriting standards.  If so, tell us what  actions you have taken with respect to this.
i. Tell us whether the claims resulting are aris ing in greater part due to loans sourced
from brokers or other mortgage companies.  If  so, tell us how this is factored into the
estimation of your accrued liability.
j. Revise your future filings to address any tr ends or differences in your exposure to
repurchase requests relative to  others in your industry.
k. Tell us the specific assumptions and/or me thodologies that change d during the period
that resulted in the $493M cha nge in estimate.  As part of your response, tell us the
actual assumption into the model before and after the change and support how any
change in methodology is better able to capture your repurchase liability.
l. You state you believe that the amount of loss under your repurchase obligations can
be reasonably estimated, and that th e provisions of AS C 450-20-30-1 are not
applicable, because you book a reserve based on your best estimate.  We note that
you have arrived at your best estimate of th e amount of loss, and as such you would
not need to accrue the minimum of the ra nge under that paragraph.  However, we
continue to believe that, wh ere a range of reasonably possible loss is estimable and
the top of the range is in excess of the amount accrued, the range should be disclosed
pursuant to ASC 450-20-50-3.  Please refer also to the examples provided in ASC
450-20-55-35, which indicates that the range  of reasonably possi ble loss should still
be disclosed even in situations where the company accrued its best estimate of

probable loss.  Please revise your proposed di sclosure for future filings to provide
such disclosure or tell us in greater deta il why you believe it is not appropriate.
 Legal Proceedings, page 263

7. Please refer to prior comment 19 in our le tter dated April 30, 2010.  It appears your
threshold for disclosure is whether you can estimate “with certainty” what the ultimate
timing or resolution of the pending matters will be.  We do not believe that this criterion
is consistent with the guidance in ASC 450.  We  also note that for th e vast majority of
litigation matters discussed you have not provi ded any discussion of the possible loss or
range of possible losses, which appears unusual given the different stages of each of the
litigation matters disclosed.  Please revise your  disclosure in future filings to either
provide a range of loss, which may be aggreg ated for all of the litigation matters for
which you are able to estimate the amount of th e loss or range of possible loss, or provide
explicit disclosure for each of the litigati on matters that you are unable to estimate the
loss or range of possible loss and the reasons why you are unabl e to provide an estimate.
Furthermore, if you cannot estimate the possibl e loss or range of possible losses, please
consider providing additional disclosure th at could allow a reader to evaluate the
potential magnitude of the claim.
 Form 10-Q for the year period March 31, 2010

 Financial Statements

 Note 14.  Securitizations and Variab le Interest Entities, page 116

8. We note from your disclosure on page 119 that  “certain limited partnerships where the
Company is the general partner and the limite d partners have the right to replace the
general partner or liquidate the funds” are no t included in the table of VIEs presented on
pages 117-118.  Please tell us whether you consid er these structures to be VIEs.  If you
do not believe these structures are VIEs, pleas e tell us the basis for your conclusion.  If
you do consider these structures to be VIEs, pl ease tell us and revise  to disclose why you
do not believe you have a) rights to receive be nefits or obligations to absorb losses that
could be potentially significant to the entity, a nd b) the powers to direct  the activities that
most significantly impact the economic perfor mance of the entity that would together
provide a controlling financ ial interest in the entity.

You may contact Brittany Ebbertt, Sta ff Accountant, at ( 202) 551-3572 or Rebekah
Moore, Staff Accountant, at (202) 551-3303 or me at (202) 551-3494 with  any other questions.

Sincerely,

Kevin W. Vaughn Accounting Branch Chief